My Protection Guru Limited v LifeSearch Partners Limited [2026] EWHC 60 (Comm)

[2026] EWHC 60 (Comm)

Case No LM-2022-000209

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS IN ENGLAND AND WALES

LONDON CIRCUIT COMMERCIAL COURT (KBD)

Venue Royal Courts of Justice,, Rolls Building, Fetter Lane,

London,

EC4A 1NL

Between

MY PROTECTION GURU LIMITEDClaimant

LIFESEARCH PARTNERS LIMITEDDefendant

Mr STEPHEN FLETCHER instructed by WILKIN CHAPMAN ROLLITS for Claimant

Mr GEORGE McPHERSON and Ms EMMA HUGHES instructed by MICHELMORES LLP for Defendant

Hearing Hearing dates: 17, 18, 19 June 2025, 1 July 2025

APPROVED JUDGMENT

This judgment was handed down remotely at 2.00pm on 16 January 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

HIS HONOUR JUDGE PEARCE

INTRODUCTION

[1]From 2017 until 2022, the Claimant was one of the appointed representatives of the Defendant, an insurance intermediary. During this period, the Claimant earned commission through the sale of products on behalf of the Defendant, for which purpose it used the Defendant’s administrative systems and relied on its regulatory permissions and authorisations.

[2]The issues in this case revolve around what commission is due between the parties. In particular, the Court is concerned with: 2.1. The allegation that certain written contracts were either varied or superseded by oral agreements; 2.2. The allegation that the Defendant did not account to the Claimant for commission;

[3]The structure of this judgment is to consider: 3.1. The Parties; 3.2. The written contracts between the parties and a summary of their alleged oral variation; 3.3. A summary of the other matters in dispute between the parties; 3.4. The issues as defined by the parties and as revised by me; 3.5. The evidence given at trial, summarising both the documentary evidence and the evidence of witnesses in respect of each of the issues to which the oral evidence is said to be relevant; 3.6. An analysis of each of the issues with reference to the relevant law and the cases advanced by each party; 3.7. A summary of my findings and conclusions on each issue.

THE PARTIES

[4]The Defendant is authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (“FSMA”) to carry out regulated activities in relation to insurance business (including assisting in the administration and performance of contracts of insurance). Its business involved selling insurance products such as life insurance In the rather charming language of the industry, customers who do not currently have what is considered to be adequate life insurance cover are called “unprotected families.” and income protection. To provide this service to customers, the Defendant works with website-based price comparison businesses such as Money Supermarket, Compare the Market and, of particular significance to this case, Quote Life Cover (“QLC”). These businesses are described by the Defendant as “Partners” and they provide the Defendant with details of customer requirements, known as “Leads,” from people who have made enquiries about insurance.

[5]The Defendant lists Leads on a database called the Agent Call Login Administrator (known as “ACLA”). It both employs advisers to contact and advise customers and provides Leads to third party franchises, who are known as “Appointed Representatives.” Advisers can select Leads from ACLA in accordance with their particular terms of engagement by the Defendant. Appointed Representatives can both select Leads from ACLA and source their own Leads (what are known as “Self-Generated Leads”).

[6]If a prospective customer purchases an insurance product (a “Product”), the Lead is said to have been “converted.” From each converted Lead, the Defendant receives commission from the relevant Insurer. The rate at which Leads are converted is an indication in part of the quality of the Leads that the Partner is supplying and in part the work of the adviser or Appointed Representative who achieves the sale.

[7]In terms of payment to the various actors: 7.1. From each converted Lead, the Defendant receives commission from the relevant Insurer, out of which payment is made to Partners or to the Appointed Representatives, as the case may be.(a) A fixed cost for the Leads provided (“Lead Costs”), or

(b) A proportion of the commission received from Insurers upon the sale of a Product (“Commission Payaway”). 7.3. On a monthly basis, the Defendant pays Appointed Representatives a percentage of the commission which it receives from their converted Leads, deducting sums that may include any costs paid by the Defendant to the Partner to purchase Leads and a reserve retained by the Defendant to meet amounts which may become repayable to the insurer if the Product is cancelled within four years of its start date. The amount due is set out in a monthly statement which is sent to the Appointed Representative. It is common ground that such statements often require correction. The evidence from the Claimant is that there was a high level of inaccuracy. 7.4. The Defendant became entitled to additional commission, known as Trail Commission, after products had been in place for 4 years.

[8]Within the Defendant, several people played an important role in respect of the matters referred to in this judgment, including: 8.1. Alastair Smart, Head of Franchise for the Defendant from 2016 to 2020 and now its Chief Advice Officer. 8.2. Gareth Jones, Head of Customer Engagement with the Defendant. 8.3. Tom Baigrie, Chief Executive Officer and latterly Chair of the Bord of the Defendant. 8.4. Jonathan Shovell, Head of Payroll and Franchise Remuneration for the Defendant.

[9]The Claimant is a company that was incorporated on 27 July 2017. It was established by Jamal Shahein, a former employee of the Defendant and was set up to trade as one of the Defendant’s Appointed Representatives. Mr Shahein explains in his witness statement that, having been employed by the Defendant as an adviser from 2009 to 2013, he later worked for them as a franchisee through a company called Safe Step Protection Limited until the Claimant was formed in 2017. Mr Back left the Defendant to join Mr Shahein at the Claimant company in that same year, at the time of the Commercial Review referred to further below.

[10]From October 2017 until August 2022, the Claimant was retained by the Defendant pursuant to contractual arrangements described more fully below. Its number of employees has varied with time, Mr Shahein stating that there were 6 advisers in 2017.

THE CONTRACTS AND THEIR ALLEGED VARIATION IN SUMMARY

[11]The largest part of the Claimant’s claim (and the focus of most of the evidence and submissions) relates to commissions payments for QLC Leads, which the Claimant alleges has been systematically underpaid by commission being calculated with reference not to the parties’ written agreements but rather to alleged oral agreements. The Claimant contends that those alleged oral agreements were in fact non-binding informal arrangements entered into by the parties.

[12]It is not in dispute that the parties entered three successive written agreements, known within this litigation as the 2017 Agreement, the 2018 Agreement and the 2020 Agreement. I shall address those first before turning to alleged oral agreements that are said by the Defendant to have superseded the written agreements in respect of certain aspects of the dealings between the parties.

The 2017 Agreement

[13]The first contract between the Claimant and the Defendant with which this claim is concerned is a tripartite so-called Self-employed Agents’ Agreement entered into in 2017 (“the 2017 Agreement”). The parties to the 2017 Agreement were the Defendant and the parties named in Schedule I (the “Company”, which in context was the Claimant) and Schedule II (the “Individual”, in essence self-employed agents These agents were also known as “Advisers.” introduced by the Company to provide Services). Schedules I and II are blank in the copy of the 2017 Agreement before the Court and the contract itself is unsigned. It is nevertheless common ground that this document represents the terms on which the parties contracted in October 2017. The exact date of the agreement is unclear, save that it is common ground that it postdates the email of 15 October 2017, said by the Defendant to evidence a different agreement in respect of QLC Leads. This much is apparent from the fact that the draft contract was sent by Mr Smart to Mr Shahein and Mr Back under cover of email of 16 October 2017.

[14]Relevant clauses of the 2017 Agreement included the following: 14.1. By clause 2.1, the Defendant engaged the Company and the Individual to provide the Services described in clause 4.1, which in essence are the marketing and servicing of products to the Defendant’s customers. 14.2. By clause 3.1, the parties agreed that in carrying out what are called “LifeSearch Regulated Activities” (defined in the interpretation clause as “Regulated activities for which [the Defendant] has permissions under FSMA The Financial Services and Markets Act 2000 as amended or replaced from time to time. from the FCA The FinancialConductAuthorityof the United Kingdom or any successor entity or entities thereto. ”) and the Services as described in clause 4.1, the Individual was a self-employed agent of the Defendant. 14.3. By clause 5.1, the Defendant was obliged “in its complete and unfettered discretion” to provide a pool of Leads which could be used by the Individual “as he requires” in the provision of the Services.(a) By clause 6.1, the Defendant was required to pay the Claimant commission in accordance with Schedule III.

(b) By clauses 7.1 and 7.2, the Defendant was required to pay commission each month by providing a commission statement in accordance with Schedule III. i. “The monthly Agent Gross Commission generated by it from leads sourced by LifeSearch shall have all associated lead costs deducted from it and then be separately multiplied by the appropriate Commission Entitlement as per Part B of this Schedule. In this and other passages quoted from documents and from the transcript of the trial, I have maintained the original text notwithstanding spelling and other errors. ” ii. “The monthly Agent Gross Commission generated by LifeSearch through its relationship and retention teams, on behalf of those Individuals choosing to use the services, multiplied by 30%.” iii. “The monthly Agent Gross Commission generated by its Individuals from leads sourced by the Company multiplied by 90%. Once the total amount of Agent Gross Commission under this point 3 reaches £20,000 multiplied by the number of Individuals in the Company in any LifeSearch Financial Year this multiplier shall reduce to 86%. For the avoidance of doubt, at the beginning of each new LifeSearch Financial Year the multiplier shall re-start at 90%.” iv.

(b) From this figure, the following were to be deducted:

“A. A maximum of 10% of the total monthly Agent Gross Commission irrespective of who sourced the leads, at LifeSearch’s sole discretion, should the Agent’s standards of advice be demonstrably threatening to LifeSearch’s reputation, such judgment to be determined by the LifeSearch Best Practice team and signed off by a director of LifeSearch; and B. All Clawback Clawback is defined as “…commission that is repaid by [the Defendant] to an insurer as a result of the cancellation of a Product at any time within the period of four years commencing on the date upon which such Product was arranged.” during the month, for the avoidance of doubt this shall be deducted in the same proportions as the original commission share; and C. A monthly payment of £775 (inclusive of Vat) for the first Individual and £75 (inclusive of Vat) for each additional Individual payable to satisfy the costs under Clause 8. For the avoidance of doubt this shall be reviewed each year in line with the costs of these services and it is due whether any commission has been earned by the Company each month or not; and D. Any amounts due under clause 8.1; and E. A Clawback Reserve Clawback Reserve is defined as “a reserve held by [the Defendant] that will be offset against future Clawback for the 4 years following termination of this Agreement…” of 6% of the total monthly Agent Gross Commission irrespective of who sourced the leads. For the avoidance of doubt LifeSearch reserves the right to review the level of Clawback Reserve once every 12 months and following the review to amend such level at its sole discretion by giving the Individual 30 days notice in writing; after 4 years LSL will stop reserving for claw but reserve the right to review the need to adjust an agents Clawback Reserve on a quarterly basis after 4 years; and F. Any costs of training and loans at rates to be agreed from time to time. G. Any new Individuals which join The Company must attend a LifeSearch Induction, the costs of which are £1,000 for the first Individual the Company puts on the induction, £850 for the second Individual and £700 for any further Individuals during the financial year. These payments are subject to VAT…” 14.6. The multiplier for Agent Gross Commission was set at 84% of LifeSearch Gross Commission (net of Lead Costs), LifeSearch Gross Commission being stated in the interpretation clause of the contract to be “the total amount of commission paid by an insurance company to [the Defendant] as a result of a sale of a Product…” 14.7. By clause 13.6, if at any time within the period of 4 years after termination the Clawback Reserve was insufficient to meet any clawback claim suffered by the Defendant, the Claimant undertook to pay the Defendant on demand a sum equal to 6% of NAGC or, if larger, the sum of £10,000. 14.8. Under Part B of Schedule III, the payment made to the Claimant in the final month of each quarter was to include an adjustment (“the Quarterly Adjustment”) to reflect performance, calculated as follows: “At the end of each quarter of the LifeSearch Financial Year the average monthly LifeSearch Gross Commission generated by each individual for the quarter just ended, excluding any commissions paid under points 3 and 4 in Part A, shall be reviewed and compared with the table below. The corresponding Commission Entitlement shall then be used in the payment made in the final month of the quarter to ameliorate any over or underpayment as per Part A of this Schedule.”

The Table following sets out the following commission entitlement: Average monthly LifeSearch Gross “Commission Entitlement” Commission Zero to £3,499 40% £3,500 to £3,999 41% £4,000 to £4,499 42% £4,500 to £4,999 43% £5,000 to £5,499 44% £5,500 to £5,999 45% £6,000 to £6,499 46% £6,500 to £6,999 47% £7,000 to £7,499 48% £7,500 to £7,999 49% £8,000 to £11,499 50% £11,500 to £11,999 51% £12,000 to £12,49952% £12,500 to £12,999 53% £13,000 to £13,499 54% £13,500 to £13,999 55% £14,000 to £14,499 56% £14,500 to £14,999 57% £15,000 to £15,499 58% £15,500 to £15,999 59% £16,000 to £16,499 60% £16,500 to £16,999 61% £17,000 to £17,999 62% £18,000 to £18,999 63% £19,000 to £19,999 64% £20,000 plus 65% “ Commission Zero to £3,499 40% £3,500 to £3,999 41% £4,000 to £4,499 42% £4,500 to £4,999 43% £5,000 to £5,499 44% £5,500 to £5,999 45% £6,000 to £6,499 46% £6,500 to £6,999 47% £7,000 to £7,499 48% £7,500 to £7,999 49% £8,000 to £11,499 50% £11,500 to £11,999 51% £12,000 to £12,49952% £12,500 to £12,999 53% £13,000 to £13,499 54% £13,500 to £13,999 55% £14,000 to £14,499 56% £14,500 to £14,999 57% £15,000 to £15,499 58% £15,500 to £15,999 59% £16,000 to £16,499 60% £16,500 to £16,999 61% £17,000 to £17,999 62% £18,000 to £18,999 63% £19,000 to £19,999 64% £20,000 plus 65%

[15]LifeSearch Gross Commission is defined in the definition section of the agreement as:

“The total amount of commission paid by an insurance company to LifeSearch as a result of a sale of a Product, which can differ from insurer to insurer.”

sale of a Product, which can differ from insurer to insurer.”

[16]Clause 17 of the 2017 Agreement, headed “ENTIRE AGREEMENT” states:

“17.1 This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 17.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 17.3 Nothing in this clause 16 (sic) shall limit or exclude any liability for fraud.”

[17]Clause 18, under the heading “GENERAL”includes at 18.6 the following:

“No variation of this Agreement shall be effective unless it is in writing and signed by the Parties.”

The 2018 Agreement

[18]The 2018 Agreement was termed an “Appointed Representative Agreement”. The parties were the Claimant and the Defendant. No individual was a party. Save in that respect, clauses 2.1, 3.1, 4.1 and 5.1 were in similar form to the 2017 Agreement and the terms governing payment of commission were in similar though not identical form. A significant variation is that the commission adjustment under Part B of Schedule II, previously stated to be calculated on the basis of commissions generated by the “individual,” is now varied to be commission generated “by the Company.” Clauses 17 Save for the correction of clause 17 to refer to “this clause 17.” and 18.6, the entire agreement clause and the no oral modification clause, are identical.

[19]Again, the copy of the 2018 Agreement in the bundle is unsigned but it is common ground that it contains the terms on which the parties contracted.

The 2020 Agreement

[20]The 2020 Agreement was again in the form of an Appointed Representative Agreement and was in all material respects in the same terms as the 2018 Agreement, save that: 20.1. The Agent Gross Commission was 83.3% (rather than 84% as previously) of LifeSearch Gross Commission. 20.2. The multiplier in part B (that is the Commission Entitlement by which the monthly Agent Gross Commission generated by the Claimant from Leads sourced by the Defendant, net of associated lead costs, was to be multiplied) was a percentage range from 40% to 68% increasing in 1% increments from £3,449 to £24,000 by reference to the average monthly LifeSearch Gross Commission. 20.3. Clawback Reserve at Point E of Schedule III was increased to “8% of the total monthly Net Agent Gross Commission defined by points 1,2 3 & 4 of Schedule III Part A Note that the previous version of the agreement included the words “irrespective of who sourced the leads” . For the avoidance of doubt LifeSearch reserves the right to review the level of Clawback Reserve once every 12 months and following the review to amend such level at its sole discretion by giving the Company Compare the 2017 Agreement where the word “Individual” is used in the corresponding place. 30 days notice in writing; after 4 years LifeSearch will stop reserving for claw but reserve the right to review the need to adjust the Company’s Clawback Reserve on a quarterly basis after 4 years.”

[21]Termination of the 2020 Agreement was provided for in clause 13: 21.1. Either party was entitled to terminate by giving 180 days written notice pursuant to clause 13.1. 21.2. The Defendant only was entitled to terminate the 2020 Agreement with immediate effect and without notice by reference to the ten prescribed circumstances set out in clauses 13.2.1 to 13.2.10.

[22]By clause 13.5, following the Termination Date, the Claimant will be paid commission in accordance with Schedule III for a further period of 3 months.

[23]Again, the copy in the bundle before me is unsigned but it is agreed that it contains the terms of a binding agreement.

The QLC Lead agreement

[24]It is common ground between the parties that discussions took place in respect of commission due on QLC Leads. The Defendant contends that Mr Smart and Mr Marsh of the Defendant agreed with Mr Shahein of the Claimant the following payment terms: 24.1. During a trial period of six months until May 2018, QLC Leads would be paid in accordance with the agreed payment terms. 24.2. The trial period would be subject to progress reviews on a monthly basis, with an overall review after six months, when a conversion rate of 26% would be necessary for the trial to be considered a success. 24.3. During the trial period, five of the Claimant’s Advisers would work solely on QLC Leads; 24.4. The payment terms for converted QLC Leads were a variable percentage commission rate, based upon the average monthly gross commission earned by the agent for a given month, starting at 31% (for agents who earned up to £19,999, reflecting a conversion rate of up to 20% on Leads provided) and increasing in 1% increments to a maximum of 41% (for agents earning £32,000 and above, reflecting a conversion rate of 32% or higher), but with no upfront charge to the Claimant for Leads.

[25]The Defendant calls this the QLC Lead Agreement, a term which I adopt in this judgment, though without presupposing that in fact any enforceable contract was entered into that was specific to QLC Leads. The QLC Lead Agreement is said to be evidenced by an email from Mr Smart to Mr Shahein dated 15 October 2017. The commission rates are not recorded in that email, though it refers to there being “no upfront cost but … a reduced commission entitlement.”

[26]The Claimant agrees that trial arrangements were agreed in respect of QLC Leads and that the parties envisaged different payment terms than those set out in the 2017 Agreement with a reduced rate of commission but no upfront Lead Costs. However, the Claimant contends that these arrangements did not comprise a binding contract and that it is entitled to payment in accordance with the 2017 Agreement for reasons explored further below. In essence, it suited both parties that they were not committed to a different payment structure than that set out in the 2017 Agreement.

The Amended QLC Lead agreement

[27]The Defendant contends that the QLC Lead Agreement was superseded in May 2018 with a further oral contract by which such Leads continued to be paid without upfront costs but with a commission at the flat rate of 41% (“the Amended QLC Lead Agreement”, again a term that I adopt without any presumption that specific contractual terms relating to QLC Leads were entered into).

[28]Again, the Claimant denies that any such contract was entered into but rather that the terms discussed were simply an informal arrangement that suited the parties but were not binding on them.

THE OTHER AREAS OF DISPUTE

[29]In summary the other areas of dispute are: 29.1. Whether the Claimant was entitled to payment flowing from the receipt by the Defendant of Trail Commission; 29.2. Whether by virtue of a change in the 2018 Agreement to payment on a company-wide rather than an individual basis, the Claimant has been underpaid commission for non-QLC Leads; 29.3. Whether the Defendant withheld more money by way of clawback reserve than it was entitled to; 29.4. Whether, in around December 2021, the agreement between the parties was varied by agreement between Mr Back on behalf of the Claimant and the Defendant; 29.5. If the contract was not so varied, whether the Claimant was underpaid commission and overcharged franchise fees in manners referred to below; 29.6. The circumstances of the termination of the parties’ contractual relationship; 29.7. The Claimant’s claim for loss of earnings for May to August 2022; 29.8. The Claimant’s claim for loss of profits on termination; 29.9. The so-called self-generated orphan claw claim; 29.10. Whether, in the event that the 2017 and subsequent agreements were not orally varied, such that the Claimant’s true entitlement to payment for QLC Leads was in accordance with Schedule III, the Defendant was entitled to deduct Lead Costs from any commission due to the Claimant, such that it may counterclaim against the Claimant’s claim for QLC Lead Costs; 29.11. If so, the amount of any such counterclaim.

THE ISSUES AS DEFINED FOR THE PURPOSE OF THIS JUDGMENT

[30]For the purpose of the trial, the parties agreed a list of issues as follows: The QLC Lead Agreement

[1]The existence, applicability and enforceability of the QLC Lead Agreement, including:1.1 In the period between July and October 2017, did the parties agree that for an initial period of six months (i.e. until May 2018) the commission due on QLC leads would be calculated by reference to a rate starting at 31% (zero to £19,999) and increasing in 1% increments to a maximum rate of 41% (£32,000 and above) in consideration for which the Defendant would not charge the associated Lead Costs in respect of QLC leads?

1.2 Did the parties conduct themselves in accordance with the QLC Lead Agreement from 24 October 2017 until May 2018?

1.3 Was the QLC Lead Agreement made by the parties’ written exchanges comprising the parties’ written exchanges with respect to the monthly statements?

1.4 Was the QLC Lead Agreement a separate agreement collateral to the 2017 Agreement and did the parties intend for it to be legally binding?

1.5 Did the parties have a common continuing intention in respect of the terms governing the payment of commission to MPG in relation to the QLC leads set out in the QLC Lead Agreement which, by mistake, Schedule III of the 2017 Agreement did not record such that Schedule III to the 2017 Agreement falls to be rectified?

1.6 To the extent that the QLC Lead Agreement is not enforceable, is the Claimant estopped from asserting that the QLC Lead Agreement is not binding on it and/or has the Claimant waived any entitlement to do so? The Amended QLC Lead Agreement 2 The existence, applicability and enforceability of the QLC Lead Agreement, including:

2.1 By 22 May 2018, did the parties agree to fix the commission payable to MPG in relation to QLC leads at the rate of 41%?

2.2 Was the Amended QLC Lead Agreement made by the parties’ written exchanges comprising the parties’ written exchanges with respect to the monthly statements?

2.3 By their conduct after 22 May 2018 and at all times prior to this dispute, did the parties agree that the Amended QLC Lead Agreement would continue with MPG continuing to be paid commission in relation to QLC leads on the terms of the Amended QLC Lead Agreement?

2.4 Was the Amended QLC Lead Agreement a separate agreement collateral to the 2018 and 2020 Agreements, and did the parties intend for it to be legally binding?

2.5 Did the parties have a common continuing intention in respect of the terms governing the payment of commission to MPG in relation to the QLC leads set out in the Amended QLC Lead Agreement which, by mistake, Schedule III of the 2018 Agreement and the 2020 Agreement did not record such that Schedule III of the 2018 and 2020 Agreement fall to be rectified?

2.6 To the extent that the Amended QLC Lead Agreement is not enforceable, is the Claimant estopped from asserting that the Amended QLC Lead Agreement is not binding on it and/or has the Claimant waived any entitlement to do so? The Variation Agreement 3 The existence, applicability and enforceability of the Variation Agreement, including:

3.1 Did the parties agree to variations identified at paragraph 34 of the Amended Defence and Counterclaim following a commercial review in or around December 2021?

3.2 Did the parties conduct themselves on the basis that the Variation Agreement applied to determine the calculation of commissions due to MPG under the January 2022 monthly statement, and thereafter?

3.3 To the extent that the Variation Agreement is not enforceable, is the Claimant estopped from asserting that the Variation Agreement is not binding on it and/or has the Claimant waived any entitlement to do so? 4 Has the Defendant breached clause 1.1 of the 2020 Agreement in respect of rate at which Agent Gross Commission was calculated from January 2022 and onwards? 5 Did the Defendant breach points 4 and 5 of Part A of Schedule III of the 2020 Agreement in respect of the deductions from the Agent Gross Commission and the failure to multiply the Agent Gross Commission pursuant to Schedule 4? 6 Is the Defendant in breach of Points A-G inclusive of Part A to Schedule III of the 2020 Agreement in respect of the sums deducted on a monthly basis? Issues concerning the calculation of commission 7 Do the following terms fall to be implied into the 2020 Agreement:

7.1 A term that the Claimant and Defendant would each co-operate to ensure the performance of the 2020 Agreement and/or that each would do nothing to prevent the other performing?

7.2 A term that any discretion would be exercised within parameters and would not be exercised arbitrarily, capriciously, perversely, irrationally or unreasonably?

7.3 A term of good faith to the effect that the parties would act honestly, deal fairly and openly with each other, not engage in conduct which would be regarded as commercially unacceptable by reasonable and honest people, act with fidelity to the bargain and not undermine the bargain or the other party’s legitimate expectations? 8 Properly construed, does the term “LifeSearch Gross Commissions” include Trail Commission received by the Defendant? 9 Properly construed, did Point E of Schedule III to the 2020 Agreement require the Defendant to stop reserving for claw in October 2021 or in October 2024? 10 Was the Defendant entitled to increase the clawback reserve level from 8% to 34% by letter dated 22 July 2022 under Point E to Schedule III of the 2020 Agreement? Alleged Breaches of the 2020 Agreement 11 Properly construed, did clause 16 of the 2020 Agreement require any notice or communication sent to be actually received in order for any such notice or communication to be valid? 12 Did either the Defendant’s 29 April 2022 Letter (in response to the Claimant’s letter received on 5 April 2022) and/or May 2022 The letter is dated 6 May 2022. Letter constitute a repudiatory or anticipatory repudiatory breach of the 2020 Agreement? 13 Did the Defendant’s 6 May 2022 Letter give valid notice to terminate upon 180 days’ written notice pursuant to clauses 13.1 and 16 of the 2020 Agreement? 14 Was the Defendant’s decision to cease the provision of leads to Claimant from 5 May 2022 onwards a breach of clause 5.1.1 and/or any of the alleged implied terms of the 2020 Agreement? 15 Was the alleged blocking of Mr Shahein’s access to the Defendant’s system in April 2022 a breach of clause 5.5.1 and/or any of the alleged implied terms of the 2020 Agreement? Termination of the 2020 Agreement 16 When and by whom was the 2020 Agreement terminated:

16.1 If proven, did the Defendant’s aforementioned alleged breaches of contract, either taken individually, together or in combination, constitute a repudiation?

16.2 Insofar as the Defendant was in repudiatory breach, was the Claimant entitled to and did the Claimant elect to terminate the 2020 Agreement by letter dated 26 August 2022 or, instead, did MPG elect to affirm the 2020 Agreement and to treat it as continuing rather than electing to accept any alleged breaches in order to bring the 2020 Agreement to an end?

16.3 Did the Claimant’s letter dated 26 August 2022, and delivered by hand on 30 August 2022, constitute a repudiation and/or renunciation of the 2020 Agreement? Loss and Damage 22 It is not entirely clear why the numbering jumps from 16 to 22, but I have retained the same numbering to avoid confusion. Has the Claimant been underpaid commissions to which it is entitled, if so, how is it to be calculated and, as a consequence, is the Defendant liable to the Claimant in damages and, if so, in whatamount? 23 To the extent that the Claimant accepted a repudiatory breach by the Defendant to terminate the 2020Agreement (see Issue 16 above), what is the sum to which the Defendant is liable to the Claimant indamages? Counterclaim 24 If the Claimant is now permitted to resile from its earlier representations and/or conduct with respectto the QLC Lead Agreement and the Amended QLC Lead Agreement (see Issues 1 and 2 above), andis entitled to rely on the terms of the Schedule III with respect to QLC Leads:

24.1 Did the Defendant pay the Claimant commission in relation: to QLC leads on the mistakenbasis that it was under an obligation to pay such commission to calculate and pay the Claimantseparately pursuant to the terms of the QLC Lead Agreement and the Amended QLC LeadAgreement without deducting the QLC Associated Lead Costs Sum?

24.2 Do the sums in fact paid by the Defendant to the Claimant as commission pursuant to the QLCLead Agreement and the Amended QLC Lead Agreement exceed the sums that would havebeen payable by the Defendant to the Claimant had all commission been paid pursuant toSchedule III of the Agreement?

24.3 Has the Defendant overpaid Claimant commission (the “Commission Overpayments”)?

24.4 Is the Defendant entitled to the Commission Overpayments from the Claimant as money hadand received by the Claimant under a mistake of fact and/or law?

24.5 If so, what is the sum to which the Defendant is entitled for the Commission Overpayments inrestitution? 25 Is the Defendant entitled to damages for the loss of revenue the Defendant was deprived of earning inthe period between 26 August 2022 and 5 November 2022 as a result of the premature termination of the 2020 Agreement and, if so, how is it to be calculated? 26 Is the Defendant entitled to the sum invoiced to the Claimant under clause 13.5 of the 2020 Agreementin the three-month period post-termination?

[31]The Defendant however reworded the issues within its written opening, dividing the Claim into 10 parts, encompassing various issues of liability and/or quantification, with an additional issue relating to the Counterclaim. For the purpose of this judgment, I have divided the issues, broadly following the Defendant’s approach, but have separated out the issues of the alleged variation of the contract in late 2021/early 2022 and termination of the contract in 2022 as discrete issues of principle. These are dealt with in chronological order, and the consequences of my findings in respect of the various claims that flow from my decisions on the issues of principle are dealt with as separate issues following the relevant issue of principle. I have also incorporated quantum arguments into the various issues rather than separating them out.

[32]This leads to a series of issues which I define and identify as follows: Issue Value of Claim (where relevant) A. QLC Lead Claims £1,341,947.00 B Trail Commission £351,885.54 C Non-QLC Leads Teams Underpayments Claim £70,885.56 D Clawback Reserve Claim £207,345.26 E Variation F Review Underpayments Claim £16,682.05 G Agent Gross Commission Rate Claim £19,649.47 H Franchise Fee Overpayment £5,265.00 I Termination J May-August 2022 Loss of Earnings Claim £295,878.56 K Loss of Profit Termination Claim £198,145.00 L Self-generated Orphan Claw Claim £8,355.04 M The Counterclaim

THE EVIDENCE

[33]In summarising relevant evidence in the next section, it is possible largely to deal with evidence on the discrete issues. There are however some issues of overlap particularly between the evidence relating to Clawback reserve and that relating to the termination of the contract.

QLC Leads

[34]At the trial, the Claimant called Jamal Shahein and Liam Back, its founders and directors. The Defendant called Alistair Smart, currently its Chief Advice Officer A role that Mr Smart states meant that he was responsible for overseeing and managing both the Defendant’sAppointed Representatives and its employed advisers. but between 2016 and 2020 its Head of Franchise A role in which Mr Smart had responsibility simply for the Defendant’sAppointed Representatives. , and Jonathan Shovell, Head of Payroll and Franchise Remuneration.

[35]As noted above, both Mr Shahein and Mr Back had working relationships with the Defendant for some time when the Claimant was formed. The Claimant worked as a franchisee, as part of which the Defendant and it conducted commercial reviews on an annual basis. Mr Shahein explains in his witness statement that, at the time of the 2017 Commercial Review discussions, which began in July of that year, he was keen to expand the business and that he wished to obtain a larger number of QLC Leads. It is the Claimant’s case (and is accepted by the Defendant) that the Claimant had a good rate of conversion of Leads to sales. In the 2017 Commercial Review, Mr Shahein proposed to the Defendant that they provide the Claimant with a guaranteed number of QLC Leads (his figure was 1,400 per month) and did so without charging a fee. Mr Shahein’s reasoning was that, given the Claimant’s good rate of conversion of Leads to sales, both their business and the Defendant’s business would be more profitable with such an arrangement. Mr Shahein put the proposal to the Defendant by way of a PowerPoint presentation in July 2017. He proposed a rate of commission of 42.5% but with no deduction for Lead Costs.

[36]Mr Shahein’s evidence is that the discussions in the Commercial Review led to the conclusion of the 2017 Agreement, with commission entitlement as set out in Schedule III to that Agreement, but also to the agreement to conduct a six-month trial in respect of QLC Leads. Mr Shahein accepted that the agreement to conduct a trial was recorded in Mr Smart’s email of 15 October 2017. The email refers to the logic and terms of the trial as follows:

“With our QLC MPG trial likely to begin last week I thought I would put an email together to keep in 1 place the process, objective and measure of this trial. The trial will last 6 months and will see 5 MPG advisers work solely on QLC unprotected families with no upfront cost but with a reduced commission entitlement. We will review the progress in our monthly franchise reviews and will have an overall review of the 6 month trial in May. In order for the trial to be a success we must see a UF Mr Shahein explained that “UF” was an abbreviation for Unprotected Family – in effect, a lead. to risk rate of 26% with an average case size of £595. ... MPG historically has had the best conversion rate when working QLC unprotected families, currently 26.3% UF to risk. This will be our main measure of success of the trial. We are both in agreement if this conversion remains at 26% then both LS & MPG will significantly benefit financially. As conversions increase the benefit to both increases too should conversions fall then the benefit falls too. Therefore we have agreed the attached quarterly adjustment which incentivises conversion rates with a higher commission rate paid for higher conversion. These banking numbers are based on 8 net unprotected families per day and have the required conversion rates in brackets… Up until the end of November we expect to be able to deliver 38 net protected families per adviser per week…”

[37]At [7] of his witness statement, Mr Shahein stated that the new arrangements in respect of QLC Leads came into effect from 24 October 2017.

[38]Mr Shahein accepted in cross examination that the reference in the email to an “attached quarterly adjustment” was a reference to the document headed “proposed commission adjustment” which contained a table with the following commission rates: Zero to £19,999 (0-20%) 31% £20,000 to £21,999 (21%) “32% £22,000 to £22,999 (22%) 33% £23,000 to £23,999 (23%) 34% £24,000 to £25,499 (24%) 35% £25,500 to £27,999 (25-27%) 36% £28,000 to £28,999 (28%) 37% £29,000 to £29,999 (29%) 38% £30,000 to £30,999 (30%) 39% £31,000 to £31,999 (31%) 40% £32,000 plus (32%+) 41%

[39]As noted above, the 2017 Agreement was entered into after the email from Mr Smart dated 15 October 2017, although the exact dates on which the agreement was concluded and on which it became effective are unclear. It is the Claimant’s pleaded case that it is the 2017 Agreement rather than the QLC Lead Agreement that contains the terms on which commission for the QLC Leads was to be paid.

[40]However, Mr Shahein’s evidence as to whether the email from Mr Smart and its enclosure evidence a separate binding agreement between the parties relating to QLC Leads was ambivalent: 40.1. In his witness statement, he says of the trial in respect of the QLC Leads:

“(5) … The trial was a temporary arrangement which was outside of the 2017 Agreement. There was no discussion about including this arrangement in the 2017 Agreement, nor any intention to do so. (6) I should point out we were not in control of drafting the 2017 Agreement nor any of the subsequent agreements we made with Lifesearch (in 2018 and 2020). All of these agreements were drafted by Lifesearch (in particular, Alistair Smart who I believe may hold some sort of legal qualification) and then I also believe were submitted to their solicitor for final approval. Whilst we were able to negotiate basic commercial terms (such as our commission entitlement in Schedule III) we are not lawyers nor otherwise experienced in drafting legal agreements. In the circumstances and in respect of the rest of the 2017 Agreement (and the later 2018 Agreement and 2020 Agreement) we simply went along with what Lifesearch wanted. In particular, we went along with Lifesearch’s requirement that (notwithstanding the agreed trial period) the 2017 Agreement constituted “the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral relating to its subject matter” (2017 Agreement clause 17.1) and further that there could be “no variation of this Agreement shall be effective unless it is in writing and signed by the Parties” (2017 Agreement clause 18.6). The omission of the trial from the 2017 Agreement was no mistake because we both understood that neither of us could force the other to continue if they wished to cancel the trial at any time and also that the 2017 Agreement was the only legally binding agreement between us.” 40.2. In an early part of his cross-examination, Mr Shahein agreed with the proposition put to him that, in respect of QLC Leads, there was, as evidenced by Mr Smart’s email, “an agreement, but it related to the trial period only,” the agreement being for the payment of commission at a rate of 41% of Agent Gross Commission with no deduction of Lead Costs and no quarterly adjustment. According to Mr Shahein, the Defendant indicated that there would be 866 Leads per month The email from Mr Smart referred to 5 advisers and “8 net unprotected families per day”; it also refereed to delivering “38 net unprotected families per adviser per week.”

Neither of these seem to equate to 866 Leads per month. The inconsistency is unexplained but not of any particular significance beyond its relevance to the reliability of Mr Shahein’s evidence. . As I have noted, the Claimant was seeking a guaranteed figure of 1,400 Leads per month, but Mr Shahein later stated, “it was agreed at 866 odd in the trial.” 40.3. But Mr Shahein later stated, “my position is, that there wasn't a separate legally binding agreement. And if there was a separate legally binding agreement, then that agreement only had the terms to pay a flat rate of 41%, which was never what happened anyway.” He stated that the rate of 41% was agreed and was in fact the rate paid throughout for QLC Leads and that the banded rates referred to in the document titled Proposed Commission Adjustment were never in fact applied. 40.4. The apparent contradiction in Mr Shahein’s evidence as to whether he accepted that there was a binding agreement to pay a different rate for QLC Leads was explored further during cross examination, including during interventions from the bench and Mr Shahein’s concluded position appeared to be that there was an agreement to pay at the 41% rate without deduction of lead costs, but that this agreement was not legally binding because it was not incorporated into a written contract. 40.5. Mr Shahein acknowledged that the claim brought by the Claimant had been reduced to reflect the payment of commission at the 41% rate, without deduction for Lead Costs or any subsequent quarterly adjustment, for the period of 6 months from October 2017. This represented a reduction of £132,000 on the claim as originally pleaded.

[41]During cross examination, Mr Shahein was also asked about payment in respect of QLC Leads during the trial period. 41.1. Mr Shahein accepted that, if his contention that the QLC Lead Agreement did not operate so as to bind the parties as to the calculation of the relevant costs during the 6 month period from October 2017 (or indeed in the later period to which the Amended QLC Lead Agreement was alleged to apply), the Defendant would have been entitled to deduct Lead Costs against the Claimant’s claim for commission calculated in accordance with the 2017 Agreement, or later the 2018 and 2020 Agreements. 41.2. He further accepted that the Defendant had not in fact deducted Lead Costs on QLC cases, and that this was apparent from the documents submitted by the Defendant By way simply of example, in an email of 13 November 2017 from Mr Andy Leaks, at the timeHead of Payroll and Commission with the Defendant, to Mr Back and Mr Shahein, a reference is made to the statements attached only charging QLC Lead Costs up to 15 October 2017. , though he considered that to be the Defendant’s choice in how it accounted to the Claimant. 41.3. Mr Shahein was asked whether he realised that the QLC Leads were being paid at the 41% rate at the time, rather than at the rate set out in the 2017 Agreement. He acknowledged that he did know this, but says that he did not appreciate that Schedule III Quarterly Adjustments were not being applied and did not at first appreciate that Lead Costs were not being deducted, though there came a time (which he could not recall) when he was aware of the latter. 41.4. Further, Mr Shahein conceded in cross examination that the terms of the QLC Lead Agreement (whether or not binding) were that there was no reconciliation process to which the usual Quarterly Adjustments would apply.

[42]Of the expected numbers of potential customers referred to the Claimant by the Defendant through the trial, Mr Shahein said that he was seeking access to the entirety of the QLC Leads that the Defendant was receiving, though there was a problem with this because some of them had to be referred to the Defendant’s Cape Town office and that in any event, the Defendant had not committed to a minimum figure.

[43]Mr Smart asserted on behalf of the Defendant at paragraph 54 of his witness statement that “Both parties saw the terms of the QLC trial as legally binding and both acted as such.”

[44]Whilst the Defence pleaded that the commission payable under the QLC Lead Agreement was the sliding scale referred to in the document headed “proposed commission adjustment”, Mr Smart’s written evidence was that at an early stage, a fixed rate of 41% was agreed and his oral evidence was that in fact it was probably always 41% that was paid as commission on QLC Leads.

[45]As regards the terms on which the parties dealt in respect of QLC Leads after the expiry of the 6 month trial period, Mr Shahein’s statement is to the effect that the trial ended on 24 April 2018, it having not been a success from the Claimant’s point of view because “the volume of the leads provided was not only insufficient, but Lifesearch’s supply of them was irregular and unreliable.” He also describes the trial as having “fizzled out.”

[46]Mr Shahein agreed in cross examination with the proposition that “the QLC agreement which had been operating during the trial continued to operate in the same way as before up to the date of the execution of the 2018 written agreement.” The 2018 Agreement was executed at some point in late 2018. The exact date is in issue but does not matter for current purposes.

[47]Mr Shahein was asked whether the end of the trial was an abrupt event (as the reference to a specific date would imply) or to a gradual parting of ways on the issue (as “fizzled out” might suggest). Mr Shahein said, “We was waiting for a review. I can't say whether a review actually took place, because there's a supplementary witness statement that was submitted after reading my witness statement with disclosure that has been put in after the disclosure date. When I have read through those extra documents, which are emails between, I believe, me and Ally, I believe, in I think about June maybe, they don't confirm that a meeting actually took place. I think one of them says that, ‘I'm sorry that I missed you yesterday’. So I can't confirm whether a meeting took place, but looking at the email from Tom Baigrie to Sean in July, he makes it clear that he is going to ignore an email that I sent in terms of resurrecting this, because we haven't done what we've said we're going to do.”

[48]Mr Shahein emailed Mr Smart on 22 May 2018 and raised the question of the QLC Leads. “Could you or Gareth or somebody come back to us about QLC. TBH Im a bit pissed off with the way we are bong treated and so are our advisers.”

[49]In response, in an email of 22 May 2018 from Mr Smart to Mr Shahein, Mr Smart referred to the prospect of a meeting stating, “it is going to happen but I am busy doing the work before that meeting.” In the same email, Mr Smart states that the Defendant is “paying for all costs of QLC’s and paying a flat 41% commission for all advisers as things stand and have been open with you on how it’s viewed by Sean & Tom”. Mr Shahein was asked about this email in cross examination. He agreed that Sean was a reference to Sean Marsh and Tom was a reference to Tom Baigrie, the latter being a director/owner of the Defendant and both of them being key decision makers.

[50]The intended meeting was again referred to in an email of 31 May 2018 from Mr Smart to Mr Shahein and Mr Back where he asks whether they are available on 21 June for “your QLC review”, which he describes as “the meeting you’ve been waiting for.” It is further referred to in an email exchange between Mr Smart and Mr Shahein (with Mr Gareth Jones and Mr Back copied in) on 20 June 2018, where Mr Smart states:

“Strap yourselves in for a busy one tomorrow. He’s (sic) the agenda I have, anything else that anyone would like to add? • Review MI from start of trial ◦ Overall ◦ Individuals • Benchmarking – what does good look like? ◦ What level needed to display to be added to model? ◦ What level needed to display to be kept on model? • Delivery ◦ Number required ◦ How can we ensure number is delivered and stability ◦ Separate pot? ◦ Duff & RTR planning • Commercials ◦ Commercial overview ◦ Quarterly Adjustment formula ◦ Minimum cost ◦ Client data • Improvements ◦ Ad-codes • AOB” ◦ Overall ◦ Individuals ◦ What level needed to display to be added to model? ◦ What level needed to display to be kept on model? ◦ Number required ◦ How can we ensure number is delivered and stability ◦ Separate pot? ◦ Duff & RTR planning ◦ Commercial overview ◦ Quarterly Adjustment formula ◦ Minimum cost ◦ Client data ◦ Ad-codes • AOB”

[51]Mr Shahein responded on 20 June stating:

“I would like to go through the advisers we have earmarked along with the numbers we would like for each. I would also like to go through QLC leads and what practises achieve the best results. Once I have taken you through that I would like help in shaping the hours allocations, delivery etc. I think it would be best to start with QLC leads and the practises that get the best results as it will help us agree adviser caveats.”

[52]Mr Back accepted that he also had put something on the agenda for the intended meeting in an email of 20 June 2018 where he refers to so-called “inbounds” and that, on the day of the proposed meeting, he had emailed Mr Smart saying, “Any chance we can grab you 15min before the meeting?”

[53]There is no record of a meeting on or about 21 June 2018. However, in an email of 22 June 2018 from Mr Jones to Mr Smart, copying in Messrs Shahein and Back, reference is made to “benchmarks for staying/getting on to QLC.” The Defendant takes this as evidence that the parties continued to consider that a specific agreement was in place for QLC Leads.

[54]As noted above, Mr Shahein was unable to recall whether a meeting had in fact taken place and made clear that he was dependent on the documents to recall what had happened in 2018 but was keen to tell the court that there was no document in the bundle that confirmed that the meeting had happened. Mr Back equally could not recall whether a meeting took place. He thought that there was “a strong possibility” that the meeting had not taken place because of the absence of any correspondence after the meeting referring to it having taken place. Both witnesses for the Claimant pointed out that they had a great many meetings, though Mr Back accepted that this was an important meeting, dealing as it did with the QLC Leads Trial.

[55]Mr Shahein’s attention was drawn to an email to Ms Natalie Welham dated 25 June 2018, shortly after the alleged meeting date, when Mr Shahein referred to the Claimant “having an agreement in place with life search that we don’t have to pay for quote life cover leads any more but receive less commission.”Mr Shahein accepted that this email had been written at a time when the Claimant was looking to recruit Ms Welham as an adviser. When asked in cross examination about the reference to there being “an agreement in place,” Mr Shahein said, “I’m presuming that I’m talking about the trial period, which only ended very briefly before then.” Mr Back (who was copied into the email with Ms Welham) thought that the email was consistent with QLC Leads being paid under the terms of the 2017 Agreement rather than the QLC Lead Agreement.

[56]Mr Shahein agreed that the trial agreement in respect of QLC Leads was “a good deal for everybody involved” and he accepted that this included the Claimant if they got “delivered numbers that we needed.” Further, he acknowledged that this seems to show the senior management of the Defendant viewing the QLC Lead Agreement in a positive light and that the documents relating to the intended meeting in June 2018 did not suggest an intention to cease the QLC-specific agreement. But Mr Shahein drew the court’s attention to emails in July 2018. 56.1. The first, dated 17 July 2018, is an email from Mr Shahein to Mr Marsh, copying in Messrs Smart, Jones Head of Customer Engagement at the Defendant. , Baigrie and Back. In that email, Mr Shahin states:

“I hope you are well. I write to you in the spirit of openness and with a view to trying to resurrect what I see as an opportunity being wasted with the QLC unprotected families. As you are aware we have both worked hard to get the QLC trial to the position it is now. My advisers have achieved the conversion levels set down by you but the volumes we were promised just haven’t been met at any point during our agreement. My own view here is that we simply haven’t put enough pressure on James at British insurance to deliver on these volumes and the communication about what volumes and when haven’t been forthcoming. I have the advisers to make this work for both of us and as a business partner of yours I truly want this to succeed but at the moment I don’t see anyone owning the relationship or really driving it forward. For instance we know the different ad codes perform differently and by having more information we know we can protect more families. Please can we talk and arrange a face-to-face meeting quickly to work this out and drive the numbers up further.” 56.2. The second is from Mr Baigrie to Mr Marsh dated 18 July 2018 under the subject line “FW: QLC UFs” stating “for Info, ill ignore this. Gareth and Ally are responding as James hasn’t done what he said he would to enable this.”

Mr Shahein stated that this indicates that the Defendant was not positive about the QLC arrangement.

[57]It is common ground that, notwithstanding the terms of the 2018 Agreement, the Defendant continued to account to the Claimant for commission using the formula of the alleged QLC Lead Agreement. The Defendant continued to provide statements thereafter to the Claimant in respect of QLC Leads which made no deduction for Lead Costs and calculated commission entitlement at 41%. In spite of Mr Shahein sending queries to the Defendant about the calculation of commission, the method of charging QLC Leads was not queried and indeed the Claimant repeatedly stated in those documents that commission for QLC Leads should be calculated without Lead Costs and applying the 41% commission figure. Further the existence of a continuing arrangement relating to QLC Leads is touched upon in other communications, for example an email from Mr Shahein of 6 September 2018 where he refers to the Claimant having “had to give up a lot for our QLC arrangement like a quarterly adjustment.”

[58]Mr Back’s attention was drawn to an email from him to Mr Smart dated 22 January 2019 where he had stated, “we’ve been playing with that table you sent over for the proposed QA on QLC leads.” He agreed that “QA” was a reference to quarterly adjustment but did not accept that this email implied that the parties were talking about the introduction of quarterly adjustments for QLC Leads that was not taking place. He stated that this reference could have been to a modification of an existing Quarterly Adjustment arrangement “for all I know.”

[59]Mr Back was asked about a proposal from the Claimant in respect of the proposed 2019 Commercial Review contained in a PowerPoint presentation. The document refers in respect of QLC Lead cases to a start date of 24 October 2017 and an increase in commission to 45%. Mr Back accepted that this was a proposal to increase the commission paid for QLC Leads but did not accept that it was consistent only with the QLC Lead Agreement continuing in force in a manner separate from the 2017 or 2018 Agreements.

[60]Equally Mr Back was asked about an email from him dated 26 November 2021 and headed “QLC Proposal”to which was attached a document headed “Improved QLC Commercials for MPG”. The document sets out data relating to the period “since MPG took over responsibility of working QLC on 24/10/2017 to today” and which goes on to refer to the fact that the Claimant had “been on a flat of 41% (of the 83.3%) since we took over.” Again, he did not accept that this was consistent with there being a continuing agreement relating to QLC Leads from 2017, rather than his own assertion that at some point the calculation of commission had resorted to the terms of the written agreement.

[61]Mr Smart, when asked about the situation in May 2018 and the state of negotiations relating to QLC Leads accepted that the word “fluid” would be a fair description. However the case that he advanced was that the parties remained bound by the terms of the QLC Lead Agreement even after the expiry of the trial period and that no other terms were negotiated until much later, He could not specifically recall whether the meeting referred to in emails had taken place in June 2018.

[62]Internal emails within the Defendant show some concern about how the QLC Leads were being paid in 2018. For example: 62.1. In an email exchange on 24 July 2018, Mr Jones, Head of Customer Engagement at the Defendant emailed Mr Marsh, stating “were you aware…that we‘ve been paying MPG the highest possible comms rate (41%) on QLC since this trial started?” to which Mr Marsh responded, “No!! how come? Assume they haven’t reached the conversion levels to warrant this?” 62.2. Mr Smart’s email of 29 July 2018 acknowledges that 41% commission is being paid on QLC’s leads “however partner quarterly adjustment payments on partners much lower – Ryan Wood 0% for example. Issue is we’re not delivering on volume we agreed as part of the trial so quarterly adjustment banking level cant be met and are being pro-rata’ed… Gareth & I have agreed the following with MPG at the start of the month. We have agreed a new quarterly adjustment…guarantee of 41% will end. £1 cost per unprotected family taken will added to statements…”

[63]It is apparent that from 2018 onwards the possibility of an alternative basis for charging commission on QLC Leads was considered. But at no point is there any express agreement as to an alternative basis for payment. QLC Leads were not separately mentioned in the 2018 Commercial Review. They were mentioned in the 2019 Commercial Review as a proposed area for change, but thereafter the parties appear to have begun to contemplate that Google Leads would replace QLC Leads as a source of work for the Claimant’s advisers, a point made clear in 2020 where there was reference in an email of 30 October 2020 to the Claimant receiving “greater access to Google families to make up shortfall of QLC families.”

[64]At an internal meeting of the Defendant’s “Chiefs” including Mr Baigrie, Mr Marsh and Mr Price on 23 July 2020, Mr Marsh referred to QLC having blown up” and that it “needed dealing with.” The context of these comments is not clear.

[65]Thereafter there is reference from time to time to the falling number of QLC Leads and it was suggested that the Claimant may have been better off dealing directly with QLC over its Leads. By the 2021 Commercial Review, the QLC Leads were not being mentioned.

Trail Commission

[66]It is common ground that Trail Commission is a sum payable by an insurer where an insurance product has been in place for more than four years. There is no dispute that the Defendant did not pay the Claimant Trail Commission which it received. The issue that arises is whether it was liable to do so.

[67]The issue was raised by Mr Shahein in an email of 26 May 2018 to Mr Smart, where he asked, “what is our trail commission as a franchise over the past 12 months please.” In reply, Mr Smart said, “Trail commission, no easy report and waiting for accounts to get back to me, wont have this by today.”

[68]The issue of the payment of trail commission was referred to in the 2018 Commercial Review when, using the alternative name Renewal Commission, the following appears:

“Renewal commission – having some sort of value to our business. Some reason to stay on board and stay loyal. Not having to produce same numbers. Renewal commission is soon to kick in. Can advisers benefit from this too? • AS, TP & SM to consider but this is unlikely to be shared. ◦ Confirmed as a no.” ◦ Confirmed as a no.”

[69]Mr Shahein agreed in the course of cross examination that the beginning of this passage involved the Claimant enquiring about whether it could be paid trail commission and that the bullet point Beginning “AS, TP & SSM” is a reference to Alastair Smart, Tamsin Parker and Sean Marsh, senior managers with the Defendant. Mr Shahein did not accept that the comment “confirmed as a no” truly represented the position between the parties about trail commission. During cross examination he said this:

“The full story is that we requested multiple times to know what trail commission was. We got told not to worry about it numerous times, saying that it was literally pennies and it's not worth thinking about. The reality is that it's definitely worth more than pennies, and we obviously didn't know this until they changed the system in 2021.”

[70]Mr Shahein denied that the Claimant had been told consistently by the Defendant that it would not be paid trail commission. Rather, the pattern was of the Claimant seeking payment of Trail Commission and the Defendant not responding. He denied that he understood that the Defendant would not pay Trail Commission; rather he said that because he had been told that it was “pennies” he had not pressed the case for payment, though he had repeatedly asked for payment.

[71]The issue was raised more fully in the 2020 Commercial review when, in a document apparently dated 8 June 2020 the following appears: “Trail Commission: 1.MPG to receive same commercial % of trail comms

[2]This is discussed year on year and disregarded with no real justification. The energy we put into MPG over the 6 years has dragged it to where it is now, which generates a very healthy annual trail commission. Now we believe that should be shared.

[4]Share to partners, incentive to separate us from the rest Helps mitigate MSM loss

[1]More money for MPG, pulling power for partners, more resource for growth, more incentive for sticky advice/reducing claw and improving retention

[2]Adviser retention – 2 – 4 year period hits infinitely harder in the franchise world, this would be a great retention pull for advisers getting itchy feet. Also saves LS and MPG money and energy in advisers leaving/being replaced with new starters.”

[72]On 30 October 2020, Mr Smart emailed Mr Shahein and Mr Back in respect of the Commercial Review and referred amongst other things to “a change to renewal commission taken by LS upfront. This remains LS commission as agreed with Partners & Franchises and initial commission will remain clear on ACLA.”

[73]Mr Shahein accepted in cross examination that this was part of so-called Project Zero, by which the payment of trial commission by insurers to the Defendant changed such that it received trail commission up front. Mr Shahein further accepted that Mr Smart was saying in this email that there would be no change in the position relating to the payment of trail commission to franchises such as the Claimant (in other words that it would still not be passed on by the Defendant) but stated that they were not raising any objection because they had been told that the amount of money involved was minimal. Mr Shahein said that the position in this regard changed when, with the changed system of upfront payment of Trail Commission, he realised that the sums being talked about were substantial.

[74]Mr Shahein accepted that it would have been possible to work out from the monthly statements that trail commission was not being paid but that this would have taken a considerable amount of time because it would have involved him in looking at each product that had been sold to calculate what was due and whether trail commission should have been paid.

[75]Mr Shahein however denied that, by agreeing monthly statements (or at least not querying the absence of trail commission) he was accepting that Trail Commission was not payable.

Clawback Reserve

[76]Clawback reserve, sometimes abbreviated to “claw”, is commission which is repayable by the Defendant to an insurer where a product is cancelled. Clawback reserve is a reserve held back by the Defendant from commission that would otherwise be payable to its representatives in order to cover the contingency that clawback becomes payable by the Defendant to an insurer.

[77]Clawback reserve was referred to in point E of the deduction section of Schedule III to the 2017, 2018 and 2020 Agreements. Early on in the parties’ relationship, it seems to have operated without any difficulty on the basis that claw reserve was deducted for individual advisers.

[78]In the 2021 Commercial Review, the Defendant indicated a change of basis for calculating Clawback Reserve:

“2.2.1 Quarterly Adjustment Following Advice from our consultants it is clear we should no longer renumerate your Franchise based on the performance of each individual Adviser. … 2.2.2 Claw Reserve As above we should no longer renumerate your Franchise based on individual Adviser performance, nor should we reserve for claw on an individual basis. As discussed previously, this means a model where claw reserve is either turned on or turned off for your whole Franchise based on whether enough is reserved. We have calculated that at current levels of business written by your Franchise £435,350is required in your reserve pot. Currently we have a claw reserve pot of £263,085 meaning a gap of £172,265 This means all revenue will attract a claw reserve until we reach this level, and we will reserve at the current rate next financial year.”

[79]Mr Shahein was cross examined on how he had responded to this:

“Q: You didn’t say at that point, hang on a minute, you’ve got no right contractually to do that, did you? A: We requested a meeting with Tom Baigrie, from memory. … Q: And is it your evidence then that at that meeting you took to Mr Baigrie a proposal in respect of claw reserve? A: I have to say I don’t know off by heart. Q: I suggest that you did not in fact object to this decision recorded here as to what was going to happen in respect of claw reserve. A: We objected to the decision of the whole commercial review and the commercial as a whole and we never agreed to go ahead with them at any point. Q: But not specifically this decision? A: We agreed to go ahead with none of the commercials which is why we remained on the same contract.”

Q: But not specifically this decision?

[80]It is the Defendant’s case that claw reserve was thereafter deducted on the basis of the Claimant’s overall performance, a change to which the Claimant did not expressly object.

[81]By letter dated 6 May 2022, the Defendant gave notice of termination of the 2020 Agreement (which at that stage governed the relationship between the parties in respect of the payment of commission). The termination date was 5 November 2022.

[82]By letter dated 22 July 2022, the Defendant wrote to the Claimant about clawback reserve, stating so far as relevant:

“As you are aware, under the Agreement the Clawback Reserve is a reserve held by LifeSearch that will offset against future Clawback (i.e. commission that is repaid by LifeSearch to an insurer as a result of the cancellation of a Product at any time within the period of four years commencing on the date upon which such Product was arranged) for the 4 years following termination of the Agreement. The Commercial Review allows for the Clawback Reserve to be turned on or off for your whole franchise. LifeSearch is entitled to review the level of Clawback Reserve on an annual basis and, following the review, may amend the Clawback Reserve level at its sole discretion by giving you 30 days’ notice in writing. Our letter to you dated 6 May 2022 gave notice of our termination of the Agreement and in light of the Termination Date on 5 November 2022, we have reviewed the level of the current Clawback Reserve. We have calculated that, based on the projections set out at Annex 2, a Clawback Reserve of £514,421 is required. In May 2022, the Clawback Reserve was at £354,527, leaving a deficit of £159,894. Consequently, LifeSearch hereby gives 30 days’ written notice of increasing the Clawback Reserve level from 8% to 34% starting from 25 August 2022, which equates to reserving £40,000 extra per month. For the avoidance of doubt, this letter is written in accordance with the Agreement and therefore LifeSearch shall use its best endeavours to ensure any Clawback Reserve amount that remains 4 years following termination of the Agreement will be repaid to the Company.”

Variation

[83]The Defendant contends that, in or around December 2021, meetings took place between representatives of the Claimant and the Defendant at which the 2020 Agreement was varied. The case is pleaded thus in the Defence and Counterclaim:

“34. In or around December 2021, following a commercial review, Mr Alistair Smart and Mrs Paula Bertram-Lax acting on LifeSearch’s behalf and Mr Back acting on MPG’s behalf agreed in the course of meetings via Microsoft teams (“the Variation Agreement”): 34.1. to vary the rate for agent gross commission from 83.3% in the 2020 Agreement to 82.8%; 34.2. to vary the flat rate to 64%; 34.3. to vary the sums of the franchise costs which LifeSearch was permitted to deduct from the monthly ‘Net Agent Gross Commission,’ in the following amounts (exclusive of VAT): Franchise Costs – exclusive of VAT Franchise Fee £750 + £75 / Adviser Equipment & Licensing Fee £25 / head Induction Costs £700 Recruitment Costs – Core to Franchise £3,500 Use of LS Office £20 / day Client Incentives Full Cost IAR Registration Fee £75 34.4. to apply the aforesaid variations to the rate for agent gross commission and the franchise costs from the January statement (inclusive) for 2022.” 34.1. to vary the rate for agent gross commission from 83.3% in the 2020 Agreement to 82.8%; 34.2. to vary the flat rate to 64%; Franchise Costs – exclusive of VAT Franchise Fee £750 + £75 / Adviser Equipment & Licensing Fee £25 / head Induction Costs £700 Recruitment Costs – Core to Franchise £3,500 Use of LS Office £20 / day Client Incentives Full Cost IAR Registration Fee £75 34.4. to apply the aforesaid variations to the rate for agent gross commission and the franchise costs from the January statement (inclusive) for 2022.”

[84]The Defendant contends that these discussions were followed by Mr Smart sending to Mr Back a table updating Schedule III of the 2020 Agreement to record the terms of the variation under cover of an email of 3 February 2022 inviting Mr Back to sign the document. Whilst Mr Back did not in fact sign the document, no one on behalf of the Claimant objected to these variations. Thereafter not only did they form the basis of the Defendant’s calculation of the sums due to the Claimant but also, on or around 24 February 2022, Mr Smart and Mr Back had a conversation in which Mr Back confirmed the Claimant’s agreement to the changes.

[85]The detail of these meetings is dealt with in Mr Smart’s witness statement. In essence, he states that the sequence of events was: 85.1. During the commercial review discussion in October 2021, there was a “heated exchange” with Mr Shahein; 85.2. After this, Mr Back indicated an intention to distance himself from Mr Shahein – as Mr Smart puts it in his statement at [86], “the relationship between James [Shahein] and LifeSearch had broken down” and “we were told by Liam [Back] that there was a breakdown in their relationship.” 85.3. The parties agreed to vary the terms of the 2020 Agreement in the manner pleaded at [34] in the Amended Defence and Counterclaim at a meeting on 16 December 2021.

[86]It was put to Mr Back in cross examination that his relationship with Mr Shahein had broken down during the commercial review in 2021 with the result that he had been the person dealing with the Defendant on behalf of the Claimant. Mr Back accepted that there were difficulties between Mr Shahein and the Defendant by this time but denied that his own relationship with Mr Shahein was difficult. Mr Back accepted that, within the context of the Commercial Review in late 2021, the Defendant had raised issues about how changes in insurance costs and FCA fees meant that the Defendant was proposing to increase commission from 16.7% to 17.2%; that advisers would be paid at a flat rate of 64% rather than a variable rate; that they would incur a 40% “payaway” fee As noted above, “payaway” is a method of paying Partners for the provision of Leads. ; and that franchise fees would be varied. In each case these were variations along the lines referred to in [34] of the Amended Defence and Counterclaim.

[87]In each case, Mr Back accepted that he was agreeable to the prospective changes but described it as no more than a “conditional agreement.” Mr Back also agreed that the proposals sent to him in the email of 3 February 2022 under the heading Franchise Commercials were in certain respects more favourable to the Claimant than the previous terms of business because commission for self-generated business (in other words, Leads that the Claimant itself had obtained) was set at 100% so that the Defendant made no deduction from such commission and further that the Claimant was to be paid 25% of trail commission on self-generated Leads. However, he was adamant that the Claimant had not agreed to the terms of business in the email of 3 February 2022.

[88]In support of his contention that the Claimant had not agreed to these revised terms, Mr Back referred to an email from him to Mr Smart and Ms Bertram-Lax dated 3 December 2021 in which he explained the overall effect of the proposed changes and the loss in income to the Claimant that would ensue. Mr Back referred to this as evidence both that he had not agreed to the proposed revised terms and as evidence that he would not in fact have done so. The terms were simply too unfavourable to make them commercially viable for the Claimant.

[89]In his witness statement, Mr Smart referred at [85ff] to discussions about varying the 2020 Agreement that took place in late 2021. “[85] The agreement to vary the 2020 agreement was reached through a series of commercial review conversations, taking into account things MPG wanted and things we wanted. … 85.1 I remember that the initial review didn't go so well on 25th of October 2021, it led to a heated exchange with James, which is why they were talking to Tom. We then had a commercial review on the 26th of November 2021. That was a Teams meeting and in attendance was Paula, myself, Jake Austin, Tom Baigrie for the first hour, James and Liam and I have recalled this looking at the Teams diary entry in my calendar. They were having a series of conversations with Tom, CEO level, as well that James and Liam were having and Liam was signalling his intent to break away from James.

[86]After the first meeting there were interim conversations with Liam to set the relationship with MPG back on track. Paula and I were approached by Liam who offered the information that he would like to negotiate himself with a plan for James to exit MPG operationally. Both parties felt this would be constructive. The relationship between James and LifeSearch had broken down. We have been told by Liam that there was a breakdown in their relationship, hence the conversations with Tom and Liam individually and why after that meeting, we then were just having conversations with Liam in commercial reviews, so that situation, for my recollection, wasn't just about James and LifeSearch's relationship. It was also about James and Liam's relationship. 86.1 I can see from my calendar entries that we also had a commercial review with Paul and Liam and myself on the 16th of December at 9:00 AM to make the final agreement. All outstanding points would have been agreed in this meeting. The need for the meeting on 16 December was because we wanted it all tied off before the New Year. The agreement to vary the terms of the 2020 Agreement was made orally at the 16th of December 2021 meeting and confirmed via email. It was agreed orally with Liam that the new terms would come into effect in January 2022 and would be paid in February 2022's statement.

[87]We would have followed up internally to draft the contract and make the amendments, initially likely a group of us together working through each of the 2021 commercial review agreements around a desk. We would also have confirmed with the CFO that the agreements could be ratified financially. I produced a table for teams in LifeSearch about all the different variations that we agreed with ARs. I offered to go through the summary and get this added to SiSense. We go through a period of time where we're getting this ready.

[88]In response to the February 2022 statement James came back with queries saying certain things did not apply. We told him there had been an agreement and Liam had confirmed it was to be paid at that amount. Liam told me personally on the phone that there was an agreement.”

[90]When Mr Smart was cross examined about this issue, he had difficulty in separating what he remembered of the meeting from what was in his witness statement, a problem that is prefigured in the statement where he says of the negotiations what “would have” happened rather than what did happen. He appeared in cross examination to be stating that he recalled that an agreement was reached at that meeting, but it appeared that in fact he was drawing an inference that an agreement had been reached from subsequent communication, specifically the fact that Mr Smart had referred to an updated version of Schedule II being sent to Mr Back in an email of 3 February 2022 and an associated document headed “franchise commercials” which summarised the terms referred to in [34] of the Amended Defence and Counterclaim.

[91]In any event, Mr Smart agreed in cross examination that the amended version of Schedule III had been sent to Mr Back for him to sign using Docusign but that he had not signed and returned the document. However, he drew attention to an email from Mr Back to him dated 6 January 2022 stating, “re commercial review/trail – what was agreed in the end?” This might be thought to be suggestive that an agreement had indeed been reached at least in respect of Trail Commission prior to the date of that email albeit that Mr Back could not remember what it was that had been agreed.

Termination

[92]By letter dated 5 April 2022, solicitors on behalf of the Claimant intimated a claim against the Defendant. The letter asserted that the relationship between the parties was governed by the 2017, 2018 and 2020 Agreements. It went on:

“Our client has undertaken a detailed review of the relationship and found that in breach of the various agreements there has been: • A proliferation of commission underpayment and/or non-payment and a series of incorrect calculations of the quarterly commission adjustment and inaccurate management information in breach of section 6,7 and Schedule 3. • Our client has received only a fixed 41% commission on Quote Life Cover products sold and not the tapered percentages as set out in Schedule 3 to the various agreements • Our client has not received a commission payment on the trail commission payment LifeSearch receives from insurers, in breach of Section 6 of the agreements • Our client’s contribution to clawback reserve pot has continued beyond the 4-year period set out in Schedule 3, Part a, Subsection E. Our client’s claim: It is our client’s case that LifeSearch has acted in breach of the Agreement and as a result our client has suffered damage and losses. At stage, we are unable to fully quantify our client’s losses, but we expect thsre to be in the region of £1.5-£2 million. Our client is seeking • Termination of the Agreement by consent with immediate effect. • Your consent to continue to trade and carry-on business immediately, continuing to work with existing partners and clients • Access to all data and intellectual property necessary to trade. • Payment of the underpaid and unpaid commission including Quote Life Cover and trail back commission. • A satisfactory settlement in lieu of future commission on renewals.” • A proliferation of commission underpayment and/or non-payment and a series of incorrect calculations of the quarterly commission adjustment and inaccurate management information in breach of section 6,7 and Schedule 3. • Our client has received only a fixed 41% commission on Quote Life Cover products sold and not the tapered percentages as set out in Schedule 3 to the various agreements • Our client has not received a commission payment on the trail commission payment LifeSearch receives from insurers, in breach of Section 6 of the agreements • Our client’s contribution to clawback reserve pot has continued beyond the 4-year period set out in Schedule 3, Part a, Subsection E. • Termination of the Agreement by consent with immediate effect. • Your consent to continue to trade and carry-on business immediately, continuing to work with existing partners and clients • Access to all data and intellectual property necessary to trade. • Payment of the underpaid and unpaid commission including Quote Life Cover and trail back commission. • A satisfactory settlement in lieu of future commission on renewals.”

[93]Mr Back was asked during cross examination about this letter and its likely effect on the parties’ relationship. “Q: And you also understood, I would suggest, that the decision to issue a pre-action letter had made the continuing relationship untenable so that it was readily comprehensible that LifeSearch would wish to stop providing leads to MPG. A: I think that’s probably a fair assumption to make. If you are going to serve an action on somebody for any particular reason I would expect the other party to not respond overly positively to that.”

[94]On 5 April 2022, Mr Shahein’s access to the Defendant’s system was removed. It was Mr Smart’s evidence that this was “a joint decision between Liam and I and under Liam’s instructions Transcript, day 3 at page 82. .” The fact that this was the same day as the Claimant sent the letter of claim was mere coincidence. However Mr Back denied that it was his suggestion to terminate Mr Shahein’s access, saying “I've known Jamal long enough to know that that would be a ridiculous thing to do and I've worked in business long enough to know that just to say turn his computer off is not going to be a long term solution to a fruitful relationship. Transcript, day 2, page 142. ”

[95]A series of WhatsApp messages from Mr Smart to Mr Back on that day are potentially relevant: 95.1. At 09.38:

“Hi mate, just to let you know James’ system being closed today, Is he in the loop? Was emailing this morning. 95.2. Also at 09.38: “Hope you have a good holiday.” 95.3. At 16.22: “Know you’re away but worth us talking urgently.” 95.4. At 16.23, “Not sure if you’re aware of the letter just sent by your solicitor.”

[96]On 29 April 2022, the Defendant responded to the letter of claim, asserting that the payments that it had made for commission were calculated in accordance with the terms agreed by the parties. The letter goes on:

“We note that your client seeks termination of the Agreement with immediate effect (Termination Proposal). Our client accepts your client's unilateral termination of the relationship. Our client will treat the Termination Date (as defined in the Agreement) as 5pm GMT on Wednesday 4 May 2022. Your client's post-termination obligations will continue to be in force as per the Agreement, including but not limited to clauses 9,10,11. In addition, in accordance with clause 13.4, your client will be required to (1) deliver to our client all LifeSearch Property (as defined in the Agreement) in its possession or under its control; and (2) delete any Confidential Information (as defined in the Agreement) stored on your client's computer systems or other electronic equipment…”

[97]The Defendant stated that the removal of access to Mr Shahein was said to be an error. This was identified almost immediately and thereafter the Defendant endeavoured to reinstate his access. This was achieved on 27 April 2022.

[98]On 5 May 2022, Mr Smart emailed Mr Back stating that, in accordance with what was said to be the Defendant’s contractual right, it was stopping the Claimant from accessing Leads. Thereafter the Claimant’s access to Leads ceased.

[99]On 6 May 2022, the Defendant contends that it served notice of termination of the 2020 Agreement, which it stated would terminate on 5 November 2022. In its written opening, the Claimant denies receiving this letter. However within the Amended Particulars of Claim it is acknowledged that the letter was sent by email to the Claimant’s solicitors, albeit that notice by that means was not valid notice pursuant to Clause 16 of the 2020 Agreement (which required contractual notice to be served at the party’s registered office).

[100]On 22 July 2022, the Defendant served the letter relating to clawback reserve referred to above.

[101]By letter dated 26 August 2022, the Claimant purported to accept the Defendant’s alleged repudiatory breach which was put thus: “Our client is of the view that by letter dated 22 July 2022 and in breach of point E in Part A of Schedule III to the 2020 Agreement and in breach of the implied terms. You purported to give our client 30 days’ written notice of an increase in the level of Clawback Reserve from 8% to 34% in circumstances where the review of the level had taken place in September 2021 and/or an election not to increase the level had already been made and/or any period for notifying an increase had expired. This is the latest in a series of breaches, particularised below: -• By letter dated 6 May Letter, you threatened and continue to threaten, in repudiatory or anticipatory repudiatory breach of the 2020 Agreement, to stop your performance of the 2020 Agreement on 5 November 2022.

• In breach of point E in Part A of Schedule III to the 2020 Agreement, you did not stop in October 2021, and have still not stopped, reserving for claw.

• You have failed to include and continue to not include trail commissions received from insurers in your calculations of “LifeSearch gross commissions,” “agents gross commissions” and “net agents gross commissions.”

• Since January 2022, you stopped continuing not to adjust commissions due to our client pursuant to Part B of Schedule III.

• In breach of clause 1.1 computed agent gross commission at 82.8% of the LifeSearch gross commission and not 83.3%.

• Deducting 40% from the monthly agent gross commission on reviews in breach of points 4 and 5 of Part A of Schedule III.

• Failed to multiply the agent gross commission by the percentages set out in Schedule IV.

• In breach of Point C in Part A of Schedule III and from January 2022 started deducting £900 per month whereas the Agreement entitles a deduction of only £825 per month.

• On 5 April 2022 and in breach of clause 5.5.1 stopped our client’s Director, Mr. Shahein, from accessing your systems.

• By email dated 5 May 2022 and in breach of clause 5.1.1. stopped providing our client with leads.

• Despite numerous requests from our client and in breach of clause 7.3 you have failed to permit our client inspection of any relevant accounting records. All of the breaches identified above are continuing. Taken individually, all together or in combinations, they have caused our client not to trade with the same number of advisors, not to trade at previous levels of profit or at all, or to trade reasonably profitably no longer and taken all together or in combinations they are and continue to be repudiatory in nature. These breaches have deprived our client of substantially all the benefit of the agreement and you are therefore in repudiatory breach of contract. By this letter, our client terminates the agreement at common law on grounds of your repudiatory breach. Our client will also seek damages and other remedies and reserve their rights and remedies in relation to your numerous breaches. This letter was received by the Defendant on 30 August 2022.

• By letter dated 6 May Letter, you threatened and continue to threaten, in repudiatory or anticipatory repudiatory breach of the 2020 Agreement, to stop your performance of the 2020 Agreement on 5 November 2022.